8-K/AExhibits & Filings

WELLTOWER INC. 8-K/A Report, Exhibit Filing (Sep 13, 2013)

Filed September 13, 2013For Securities:WELL

Summary

Health Care REIT, Inc. (now Welltower Inc.) filed an Amendment No. 1 to its Form 8-K on September 13, 2013, to provide previously omitted financial statements and exhibits related to its acquisition of the real estate business of Sunrise Senior Living, Inc. This amendment is crucial for investors seeking a comprehensive understanding of the financial impact of this significant transaction, which was originally disclosed on July 8, 2013. The filing includes detailed financial statements for the acquired joint ventures (CHTSun Partners IV, LLC, CC3 Acquisition, LLC, CLPSun Partners II, LLC, and CLPSun Partners III, LLC) and pro forma financial information reflecting the combined entity's performance. Investors should focus on the pro forma financial statements (Exhibit 99.1) for a clearer picture of the company's financial position and performance as if the acquisition had occurred at an earlier date. The detailed financial statements for the acquired entities (Exhibits 99.2 through 99.9) provide the underlying data and historical performance of these joint ventures. This amendment is essential for assessing the scale and financial implications of the Sunrise acquisition on Health Care REIT's overall business strategy and future earnings potential.

Key Highlights

  • 1Amendment to original Form 8-K filed on July 8, 2013, concerning the acquisition of Sunrise Senior Living's real estate business.
  • 2Addition of required financial statements for four acquired joint ventures: CHTSun Partners IV, LLC, CC3 Acquisition, LLC, CLPSun Partners II, LLC, and CLPSun Partners III, LLC.
  • 3Inclusion of unaudited pro forma condensed consolidated financial statements for the six months ended June 30, 2013, and the year ended December 31, 2012, reflecting the impact of the acquisition.
  • 4The filing provides both historical financial data for the acquired entities and pro forma data to illustrate the combined financial picture.
  • 5Consents from Ernst & Young LLP are included as exhibits, indicating auditor involvement in the financial reporting.
  • 6The amendment aims to provide a complete financial picture for investors regarding the significant Sunrise acquisition.

Frequently Asked Questions

The primary purpose of this amended 8-K filing (Amendment No. 1) is to provide the necessary financial statements and exhibits that were omitted from the original Form 8-K filed on July 8, 2013. These documents are related to the company's acquisition of the real estate business of Sunrise Senior Living, Inc.

This amendment includes detailed consolidated financial statements for the four acquired joint ventures (CHTSun Partners IV, LLC, CC3 Acquisition, LLC, CLPSun Partners II, LLC, and CLPSun Partners III, LLC) for various periods up to June 30, 2013, and December 31, 2012. Additionally, it provides unaudited pro forma condensed consolidated financial statements reflecting the impact of the acquisition on the company's financial performance for the six months ended June 30, 2013, and the year ended December 31, 2012.

Pro forma financial statements are important because they present the company's financial results as if the acquisition had occurred at an earlier date. This allows investors to better understand the combined entity's financial performance and position, facilitating a more accurate assessment of the acquisition's impact on the company's revenue, profitability, and overall financial health.

The original acquisition was completed, and the initial Form 8-K was filed on July 8, 2013. The agreement for the acquisition was dated as of August 21, 2012.